[SCHEDULE 13D/A] Cheer Holding, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

Cheer Holding, Inc. shareholder Jia Lu and Enjoy Starlight Limited filed Amendment No. 1 to their Schedule 13D to report that they are no longer beneficial owners of more than five percent of the company’s Class A ordinary shares. The change results from an increase in Cheer Holding’s outstanding Class A shares, not from a disclosed sale. As of April 10, 2026, Mr. Lu is deemed to beneficially own 4,371 Class A shares, representing 0.3% of the 1,562,119 Class A shares outstanding, including shares held through Enjoy Starlight Limited.

Insights

Equity ownership analyst

Large holder’s stake in Cheer Holding diluted below 5% due to higher share count.

The filing shows that Jia Lu and Enjoy Starlight Limited now beneficially own 4,371 Class A shares of Cheer Holding, Inc., equal to 0.3% of the class. This drop below the five percent threshold stems from more Class A shares being outstanding.

The amendment is characterized as an exit filing from Schedule 13D status, meaning these holders are no longer classified as greater-than-five-percent beneficial owners. Their position includes shares held via Enjoy Starlight Limited, where Mr. Lu is sole director and shareholder.

The company has effected multiple share consolidations, and the reported figures are adjusted for one-for-ten, one-for-fifty, and one-for-three consolidations completed on November 24, 2023, December 22, 2025, and April 6, 2026. Ownership percentages are based on 1,562,119 Class A shares outstanding as of April 10, 2026.

Key Figures

Beneficially owned shares (Jia Lu): 4,371 shares Ownership percentage: 0.3% Shares outstanding: 1,562,119 shares +5 more

8 metrics

Beneficially owned shares (Jia Lu) 4,371 shares Class A shares beneficially owned as of the amendment

Ownership percentage 0.3% Percent of Class A ordinary shares represented by 4,371 shares

Shares outstanding 1,562,119 shares Class A ordinary shares outstanding as of April 10, 2026

Enjoy Starlight Limited holdings 4,370 shares Class A shares with shared voting and dispositive power

Share consolidation ratio 1-for-10 Share consolidation completed November 24, 2023

Share consolidation ratio 1-for-50 Share consolidation completed December 22, 2025

Share consolidation ratio 1-for-3 Share consolidation completed April 6, 2026

Date ceased >5% holder November 6, 2025 Date reporting persons fell below five percent ownership

Key Terms

beneficial owner, Schedule 13D, share consolidations, sole voting power, +2 more

6 terms

beneficial owner financial

"each Reporting Person has ceased to be the beneficial owner of more than five percent"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Schedule 13D regulatory

"This Amendment No. 1 to (this "Amendment") amends and supplements the filed with the (the "SEC")"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

share consolidations financial

"share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer"

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 1.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

shared dispositive power financial

"8 | Shared Voting Power 4,370.00 9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 4,370.00"

exit filing regulatory

"This Amendment is the final amendment to the Original and constitutes an "exit filing" for each Reporting Person."

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Cheer Holding, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.15 per share

(Title of Class of Securities)

G39973139

(CUSIP Number)

Jia Lu
19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying Rd, Chaoyang
Beijing, F4, 100016
86-138-1035-5988

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G39973139

1

Name of reporting person

Jia Lu

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1.00
8	Shared Voting Power 4,370.00
9	Sole Dispositive Power 1.00
10	Shared Dispositive Power 4,370.00

11

Aggregate amount beneficially owned by each reporting person

4,371.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer: a one-for-ten share consolidation completed on November 24, 2023, a one-for-fifty share consolidation completed on December 22, 2025, and a one-for-three share consolidation completed on April 6, 2026. The calculation of the percent of class in Row 13 is based on 1,562,119 Class A ordinary shares, par value $0.15, outstanding of the Issuer as of April 10, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

CUSIP Number(s): G39973139

1

Name of reporting person

Enjoy Starlight Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,370.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,370.00

11

Aggregate amount beneficially owned by each reporting person

4,370.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

All of the share numbers presented in this Amendment have been adjusted to reflect the following share consolidations effected by the Issuer: a one-for-ten share consolidation completed on November 24, 2023, a one-for-fifty share consolidation completed on December 22, 2025, and a one-for-three share consolidation completed on April 6, 2026. The calculation of the percent of class in Row 13 is based on 1,562,119 Class A ordinary shares, par value $0.15, outstanding of the Issuer as of April 10, 2026, based on information provided to the Reporting Person by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Ordinary Shares, par value $0.15 per share
(b)	Name of Issuer: Cheer Holding, Inc.
(c)	Address of Issuer's Principal Executive Offices: 19F, Block B, Xinhua Technology Bldg, No. 8 Tuofangying Rd, Chaoyang, Beijing, CHINA , 100016.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on February 24, 2020 (the "Original Schedule 13D") by Enjoy Starlight Limited, a British Virgin Islands company ("ESL"), and Mr. Jia Lu (each, a "Reporting Person" and together with ESL, the "Reporting Persons"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Original Schedule 13D. This Amendment is being filed because each Reporting Person has ceased to be the beneficial owner of more than five percent of the Class A Shares as a result of an increase in the number of Class A Shares outstanding of the Issuer. This Amendment is the final amendment to the Original Schedule 13D and constitutes an "exit filing" for each Reporting Person.
Item 2.	Identity and Background
(b)	1(b) and 2(b) of Item 2 of the Original Schedule 13D are amended as follows: The principal business address of each of the Reporting Person is 19F, Block B, Xinhua Technology Building, No. 8 Tuofangying South Road, Jiuxianqiao, Chaoyang District, Beijing, China 100016.
Item 5.	Interest in Securities of the Issuer
(a)	Rows 11 and 13 of each Reporting Person's cover page to this Amendment set forth the aggregate number of shares of Class A Shares and percentages of the shares of Class A Shares beneficially owned by such Reporting Person and are incorporated by reference. Mr. Lu is the sole director and sole shareholder of ESL and is deemed to be the beneficial owner of all of the Class A Shares held by ESL. As of the date hereof, Mr. Lu may be deemed to beneficially own an aggregate of 4,371 Class A Shares. The calculation of the percentage of Class A Shares outstanding beneficially owned by such Reporting Person is based upon 1,562,119 Class A Shares outstanding as of April 10, 2026 based on information provided to the Reporting Person by the Issuer.
(b)	Rows 7 through 10 of each Reporting Person's cover page to this Amendment set forth the number of shares of Class A Shares as to which such Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition and are incorporated by reference. Mr. Lu is the sole director and sole shareholder of ESL and is deemed to be the beneficial owner of all of the Class A Shares held by ESL.
(c)	None.
(d)	None.
(e)	As a result of an increase in the number of Class A Shares outstanding of the Issuer, on November 6, 2025 each Reporting Person ceased to be the beneficial owner of more than five percent of the Shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jia Lu

Signature:	/s/ Jia Lu
Name/Title:	Jia Lu, an individual
Date:	04/16/2026

Enjoy Starlight Limited

Signature:	/s/ Jia Lu
Name/Title:	Jia Lu, Sole Director
Date:	04/16/2026